On January 1st 2024, the Corporate Transparency Act (CTA) came into effect in the United States.
As a result, many companies are now required to report information to the Financial Crimes Enforcement Network (FinCEN) about the individuals who ultimately own or control them. FinCEN began accepting reports on January 1, 2024.
The CTA requires corporations, partnerships and limited liability companies formed in the United States, and non-US entities registered to do business in the United States, to report beneficial ownership information to FinCEN. It is anticipated that over 32 million entities in the United States will be subject to compliance under the new law.
The CTA requires reporting companies to disclose five pieces of information to FinCEN for each beneficial owner:
- The beneficial owner's full legal name
- Date of birth
- Current residential or business street address
- A unique identifying number from a government-issued document (e.g., passport, driver's license)
- An image of the document that contains the identifying number
A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025 to file its initial beneficial ownership information report.
A reporting company created or registered on or after January 1, 2024, and before January 1, 2025, will have 90 calendar days after receiving notice of the company’s creation or registration to file its initial BOI report. This 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier.
Reporting companies created or registered on or after January 1, 2025, will have 30 calendar days from actual or public notice that the company’s creation or registration is effective to file their initial BOI reports with FinCEN.
Potential violations include wilfully failing to file a beneficial ownership information report, wilfully filing false beneficial ownership information, or wilfully failing to correct or update previously reported beneficial ownership information.Both individuals and corporate entities can be held liable for wilful violations.
Conclusion
On January 1st 2024, the Corporate Transparency Act (CTA) came into effect in the United States, and FinCEN launched the BOI E-Filing website for reporting beneficial ownership information (https://boiefiling.fincen.gov/ ). The CTA now requires reporting companies in the US to disclose five pieces of information to FinCEN for each beneficial owner: full legal name, DOB, current residential or business street address, a unique identifying number from a government-issued document (e.g., passport, driver's license), and an image of the document that contains the identifying number.
Further Reading
- For more information visit FinCEN’s FAQ page: https://www.fincen.gov/boi-faqs
- FinCEN’s website includes guidance about the beneficial ownership information reporting requirements on its beneficial ownership information webpage: https://www.fincen.gov/boi
- FinCEN’s Small Entity Compliance Guide explains who must report, what they must report, and when they must report: https://www.fincen.gov/boi/small-entity-compliance-guide
- FinCEN’s Help and Resources: https://boiefiling.fincen.gov/help